Neinor Homes S A : Regulations of General Meeting of Shareholders Neinor

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

REGULATIONS

OF THE GENERAL MEETING OF SHAREHOLDERS OF

NEINOR HOMES, S.A.

April 13, 2022

This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

	CONTENTS
Article 1. Purpose and validity of the Regulations	4
Article 2. Interpretation and dissemination	4
TITLE II. GENERAL MEETING. TYPES AND AUTHORITY	5
Article 3. The General Meeting of shareholders	5
Article 4. Types of General Meeting	6
Article 5. Authority of the General Meeting of shareholders	6
TITLE III. CALLING AND PREPARING THE GENERAL MEETING	8
Article 6. Calling General Meetings of Shareholders	8
Article 7. Notice of General Meetings	9
Article 8. Availability of information on the Company's corporate website from the	10
date of the notice of meeting	10
Article 9. Right to receive information before the General Shareholders Meeting	12
Article 10.	Online shareholders' forum	14
TITLE IV. HOLDING OF THE GENERAL MEETING	15
SECTION 1: ATTENDANCE AND REPRESENTATION	15
Article 11.	Right to attend	15
Article 12.	Presence of third parties at the General Meeting of shareholders	16
Article 13.	Proxies	17
Article 14.	Public solicitation of proxies	19
Article 15.	Appointment of a financial intermediary as proxy	19
Article 16.	Planning, media and venue of the General Meeting	20
SECTION 2: CONSTITUTION OF THE GENERAL MEETING OF SHAREHOLDERS ..	20
Article 17.	Constitution of the General Meeting of shareholders. Special cases	20
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This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

Article 18.	Presiding Committee of the General Meeting	22
Article 19.	Organisation of the General Meeting of shareholders	22
Article 20.	Register of shareholders	23
Article 21.	Preparation of the list of persons attending	23
SECTION 3: SPEAKING BY SHAREHOLDERS	25
Article 22.	Requests to speak	25
Article 23.	Speaking by shareholders	25
Article 24.	Right of information during the General Meeting	26
Article 25.	Adjournment and suspension of the General Meeting of shareholders	27
SECTION 4: VOTING AND DOCUMENTATION OF RESOLUTIONS	28
Article 26.	Voting by means of distance communication	28
Article 27.	Voting on proposed resolutions	30
Article 28.	Conflicts of interest	32
Article 29.	Passing of resolutions and closing of the General Meeting of shareholders ..	32
Article 30.	Qualified majorities	33
Article 31.	Minutes of the General Meeting of shareholders	33
Article 32.	Publication of resolutions	33
TITLE V. APPROVAL AND AMENDMENT	34
Article 33.	Approval and amendment	34

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This document is a translation of an original text in Spanish. In case of any discrepancy between both texts, the Spanish version will prevail.

REGULATIONS OF THE GENERAL MEETING OF SHAREHOLDERS OF

NEINOR HOMES, S.A. (THE "COMPANY") TITLE

1. INTRODUCTION

Article 1. Purpose and validity of the Regulations

1. The purpose of these Regulations is to establish rules for the call, preparation and conduct of the General Meeting of shareholders, information about the General Meeting and attendance at meetings, as well as the exercise of voting rights by shareholders, all this in accordance with applicable laws and regulations and the Company's Articles of
2. 
   Association.
3. These Regulations entered into force on the date of admission to trading of the shares of the Company on the Spanish Stock Exchanges and their successive amendments from the date of their approval by the General Shareholders' Meeting. The effectiveness and applicability of these Regulations will be indefinite and, therefore, it will be applicable to all General Shareholder Meetings carried out after its entry into force.

Article 2. Interpretation and dissemination

1. These Regulations supplement any regulations provided in current laws and in the
   Company's Articles of Association that are applicable to the General Meeting of shareholders. They are to be interpreted in accordance with applicable law and the Articles of Association and with the principles and the recommendations on the corporate governance of listed companies approved or issued by the authorities of Spain and other countries in its sphere in force from time to time or by special committees or task forces set up upon the order of the abovementioned authorities, taking into account its purpose and the corporate interest.
   Doubts regarding the interpretation will be resolved by the Board of Directors. Doubts regarding its application and interpretation that may arise during a General Shareholders Meeting will be resolved by the Chairman of the Meeting.
2. Without prejudice of the shareholders' legal a statutory right to propose new items for the General Shareholders Meeting agenda, including the proposal to amend these

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Regulations, the Board of Directors may also propose the amendment of these Regulations to the General Shareholders Meeting whenever the Board considers it necessary or convenient, issuing a report justifying the amendment.

3. These Regulations, and its amendments, shall be communicated to the National Securities Market Commission (Comisión Nacional del Mercado de Valores, the

"CNMV"), attaching a copy of the document containing the Regulations, and recorded by the Registrar of Companies (Registro Mercantil) and shall be available on the

Company's corporate web site and on the CNMV web site, in accordance with applicable laws and regulations and these Regulations.

TITLE II. GENERAL MEETING. TYPES AND AUTHORITY

Article 3. The General Meeting of shareholders

1. The General Meeting of shareholders is the Company's highest decision-making and control body in the matters within its authority, giving expression to the shareholders' right to intervene in the making of the Company's essential decisions.
2. The General Meeting, duly constituted, shall represent all the shareholders and all the shareholders shall be bound by its decisions on matters within its authority, including shareholders who dissent or are absent from the meeting, without prejudice to any rights of challenge established by law, in the Articles of Association or in these Regulations.
   Without prejudice to any more favourable mandatory provisions of law, resolutions of the General Meeting may always be challenged by any director, third party who can demonstrate a legitimate interest or shareholder who became a shareholder before the resolution was adopted, provided they represent, individually or as a group, at least one tenth of one percent of the share capital, on the terms established in applicable laws and regulations.
3. The Company shall at all times ensure equal treatment of all equally entitled shareholders, as regards information, participation and exercise of voting rights in the General Meeting of shareholders.

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Article 4. Types of General Meeting

1. General Meetings of Shareholders may be ordinary or extraordinary.
2. The Ordinary General Meeting of shareholders shall be held in the first half of each year to review the Company's management and, where applicable, the previous year's accounts and resolve on the allocation of profit or loss, although it shall also have authority to debate and resolve on any other business stated in the agenda.
3. Any General Meeting of shareholders other than that described in the preceding paragraph shall be considered an extraordinary General Meeting of shareholders and shall be held when convened by the Company's Board of Directors, either at its own initiative or at the request of shareholders holding at least three per cent of the share capital, who shall state in their request the business to be transacted at the meeting.
4. Whenever all the shareholders of the Company are present, they may decide unanimously to form a General Meeting (a "Universal General Meeting") to transact any business.

Article 5. Authority of the General Meeting of shareholders

The General Meeting of shareholders has authority to decide on all matters assigned to it by law or the Articles of Association. Any decisions, whatever their legal nature, that entail a major change to the Company's principal activity shall also be submitted to the approval or ratification of the General Meeting of shareholders. In particular, by way of illustration only, it is the responsibility of the General Meeting of shareholders to:

1. Review the Company's management.
2. Approve the individual and consolidated financial statements and resolve on the allocation of results.
3. The approval, when appropriate, of non-financial information statement.
4. Appoint and remove the members of the Board of Directors and ratify or revoke the appointment of persons who have been co-opted as directors.
5. Where applicable, appoint the Company's liquidators.

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1. Appoint and dismiss the Company's auditors.
2. Bring the corporate action for liability against directors, liquidators and/or auditors of the Company.
3. Resolve to increase or reduce capital or to grant the Board of Directors authority to increase capital and exclude or limit shareholders' preferential subscription rights.
4. Resolve to issue securities, provided such responsibility does not been legally correspond to other body of the Company, or to grant the Board of Directors authority to issue such securities and exclude or limit shareholders' preferential subscription rights in such issues.
5. Resolve to transform, merge, demerge or transfer all the Company's assets and liabilities, to move the Company's registered offices abroad or, in general, to amend the Company's Articles of Association, in accordance with the laws and regulations in force from time to time.
6. Resolve to dissolve and wind up the Company, approve the final winding up balance sheet and approve transactions that have the effect of winding up the Company.
7. Approve transactions that entail a structural modification of the Company, in particular the transformation of listed companies into holding companies through
   "subsidiarisation" or the transfer of core activities previously carried out by the
   Company to subsidiaries, even if the Company retains full control of the activities.
8. Authorize transactions not covered by the corporate purpose.
9. Approve the acquisition, disposal or transfer of core assets to another company.
10. Approve the directors' remuneration policy as required by law.
11. Authorise any waiver of directors' duty to avoid conflicts of interest, in accordance with applicable laws and regulations.
12. Authorise the purchase of own shares in the market.
13. The approval of related party transactions whose approval corresponds to the General Shareholders' Meeting under the terms according to the Law.

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1. Approve these Regulations and subsequent amendments thereto.
2. Decide on any matters referred to it for deliberation and approval by the Company's
   Board of Directors.

TITLE III. CALLING AND PREPARING THE GENERAL MEETING

Article 6. Calling General Meetings of Shareholders

1. Without prejudice to the provisions of any applicable laws and regulations on Universal General Meetings of Shareholders and call by court of General Meetings of Shareholders, General Meetings of Shareholders of the Company shall be called by the Board of Directors or, if appropriate, by the Company's liquidators.
2. The Board of Directors shall call the ordinary General Meeting of shareholders within the first six months of each year. The ordinary General Meeting of shareholders shall be valid even if called or held late. Likewise, the Board of Directors shall call extraordinary General Meetings of Shareholders whenever the Board considers it to be in the
   Company's interest to do so.
3. The Board of Directors shall also call a General Meeting of shareholders whenever so requested by shareholders holding at least three per cent of the share capital, who shall state in their request the business to be transacted at the meeting. In this case, the General Meeting shall be held within the two months period following the date on which the directors received the notarised request to call it. The Board of Directors shall also include in the agenda the item or items of business that were the subject of the request.
4. If the ordinary General Meeting of shareholders is not called within the legal time limit indicated in this article, it may be called, at the request of the shareholders and after hearing the members of the Board of Directors, by the clerk of the Court or nu the
   Commercial Registrar of the Company's jurisdiction of incorporation, who furthermore shall appoint a person to chair the General Meeting of shareholders. Extraordinary General Meetings of Shareholders shall be called in the same manner as described above, when so requested by the number of shareholders referred to in previous paragraph and the directors did not issue the call within two months after the request.

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Article 7. Notice of General Meetings

1. Call of the ordinary General Meeting and of extraordinary General Meetings shall be given by publication of an announcement in the Official Gazette of the Register of Companies (BORME) or in one of the largest circulation newspapers in Spain, on the
   Company's corporate web site and on the CNMV web site at least one month before the date of the meeting (without prejudice to section 2 of this article and any circumstances in which the law provides for a longer notice period).
2. Where the Company offers shareholders the possibility of voting by electronic means accessible to all shareholders, extraordinary General Meetings of the Company may be called with 15 days' notice.
   Any authority to reduce the notification period shall require an express resolution of the ordinary General Meeting, adopted by at least two-thirds of the subscribed capital with voting rights, and shall be valid only until the next General Meeting.
3. The notice of meeting shall state whether it is an ordinary or extraordinary meeting, the name of the Company, the day, place and time at which the meeting is to be held, the agenda (which shall state all the business to be transacted) the name of the person or persons calling the meeting, the date on which the General Meeting of shareholders is to be held on second call, if necessary, which shall be at least twenty-four hours after the first call, and any other information required under applicable laws and regulations, in particular the information required under article 517 of the consolidated text of the Spanish Companies Act (Ley de Sociedades de Capital). As far as possible, shareholders shall be informed as to whether it is likely that the General Meeting of shareholders will be held on first or second call. Additionally, the call shall state the date in which the shareholder must have its shares registered under his or her name in order to attend and vote on the General Shareholders Meeting, the place and the procedures to access the complete text of the documents and proposals regarding the items on the agenda and the address of the website of the Company in which these documents will be made available.
4. The notice shall also mention shareholders' right to be represented at the General
   Meeting of shareholders by another person, even though not a shareholder, and the

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requirements and procedures to exercise this right, as well as their right to information and the means to exercise that right.

1. The Board of Directors shall include in the call specific details of the media of distance communication that shareholders may use to vote, or to appoint a proxy, and basic instructions for doing so.
2. Shareholders who represent at least three percent of the capital may request that a supplement to the notice of the ordinary General Meeting of shareholders be published, proposing one or more points to be added to the agenda, provided the proposal is accompanied by an explanation of the reasons for the additions or a documented draft resolution. This right may be exercised by due notice to the Company's registered office within five calendar days of publication of the notice of the meeting. The supplement to the notice of the meeting shall be published within 15 calendar days of the date set for the General Meeting.
3. Likewise, shareholders who represent at least three percent of the capital may, within the time limit specified in the previous paragraph, submit reasoned proposals for resolutions on items already included, or which are to be included, in the agenda of a General Meeting of shareholders that has already been called. Said proposals for resolutions shall be published on the Company's corporate web site, in accordance with applicable laws and regulations.
4. If a General Meeting of shareholders is not held on first call and a date of second call was not specified in the notice, the second call shall be announced, with the same agenda and the same information requirements as for the first call, within 15 calendar days of the date of the first call and at least 10 calendar days in advance of the date of the meeting.

Article 8. Availability of information on the Company's corporate website from the

date of the notice of meeting

1. From the date of publication of the notice of the General Meeting of shareholders, apart from the information required by article 518 of the Spanish Companies Act or any other

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